NSA Proxy Voting and Election Information

NSA strongly encourages Active and Life members to exercise their right to vote. This voting right may be exercised either in person at the Annual Meeting in Tampa, Florida or by a proxy vote. A “proxy” is a “signed statement authorizing a person to vote in the stead of the signer in the signer’s absence at a meeting”.

Proxy forms must be submitted to NSA by August 7 – Proxy Voting is closed.

There are two types of proxies: General and Limited.

General Proxy: given to a specific individual named as the proxy holder. The general proxy gives the proxy holder the right to vote as he or she sees fit on any business that may come up at a meeting, including voting on candidates for office or Bylaw changes.

Limited Proxy: directs the proxy holder to vote on behalf of the issuer for the candidates for NSA office as directed by the issuer. Limited proxies, because they are given to a proxy holder in advance of the annual meeting, may not be used to vote on matters that may initially arise at the meeting or are not specifically on the agenda.

Proxy forms must be received in the NSA office no later than 5 PM EDT on Sunday, August 7, 2016 to be valid.

General Proxy holders are allowed to vote on Bylaw changes but Limited proxy holders are not because it is unknown whether there will be a vote on a specific proposal at the Annual Meeting.

The first two proposals, amendments to Article XIII and Article XIV, are basic housekeeping issues. The sponsoring members believe both of these amendments are merely updates to language to reflect current practice and are not substantive changes. For example, the amendment to Article XIII addresses the use of technology – specifically email and the NSA website – by deleting the word “mailed” with respect to the notice of the Annual Convention and using the word “notify” instead. The amendment also deletes references to the “National Council of Delegates” and to a “convention manual” that has, in practice, not been produced in many years. The amendments to Article XIV are similarly non-substantive and seek to update language while moving into one Article of the Bylaws all existing provisions relating to eligibility for office, length of the term of office, which members are eligible to vote, etc.

The proposed amendment to Article XV addresses the inconsistency between the NSA Bylaws and the Delaware statute allowing the NSA Board to authorize “voting by electronic transmission”, or online voting.

At this time, NSA is seeking out members within the “new generation in our industry.” As we are all aware, this generation lives in the electronic world but they are individuals that want and deserve a voice in NSA – their chosen professional society. We need to provide them the opportunity to interact with NSA in the way that is most comfortable to them. Simplifying the NSA voting system by adapting full electronic voting is just one step to ensure longevity for our organization. With the acceptance of the proposed changes set forth in Article XV, we ensure that each member has a simple, secure voting platform while retaining the right to grant their proxy to another member if they are uncertain of their vote and wish to exercise their rights as an NSA member.

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